Attached files

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EX-10.63 - Lightstone Value Plus Real Estate Investment Trust, Inc.v198593_ex10-63.htm
EX-10.66 - Lightstone Value Plus Real Estate Investment Trust, Inc.v198593_ex10-66.htm
EX-10.67 - Lightstone Value Plus Real Estate Investment Trust, Inc.v198593_ex10-67.htm
EX-10.62 - Lightstone Value Plus Real Estate Investment Trust, Inc.v198593_ex10-62.htm
EX-10.64 - Lightstone Value Plus Real Estate Investment Trust, Inc.v198593_ex10-64.htm
EX-10.65 - Lightstone Value Plus Real Estate Investment Trust, Inc.v198593_ex10-65.htm
EX-10.70 - Lightstone Value Plus Real Estate Investment Trust, Inc.v198593_ex10-70.htm
EX-10.69 - Lightstone Value Plus Real Estate Investment Trust, Inc.v198593_ex10-69.htm
EX-10.68 - Lightstone Value Plus Real Estate Investment Trust, Inc.v198593_ex10-68.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
 
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Fiscal Year Ended December 31, 2009
OR
 
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Transition Period from _____________ to _____________
 Commission File Number 333-117367
 

LIGHTSTONE VALUE PLUS
REAL ESTATE INVESTMENT TRUST, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Maryland
 
20-1237795
     
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
     
1985 Cedar Bridge Avenue, Suite 1,
Lakewood, NJ
 
08701
(Address of Principal Executive Offices)
 
(Zip Code)

732-367-0129
(Registrant’s Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:
 
Title of Each Class
 
Name of Each Exchange on Which Registered
None
 
None
Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
 
Large Accelerated Filer ¨
Accelerated Filer ¨
Non-Accelerated Filer x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of June 30, 2009, the aggregate market value of the common shares held by non-affiliates of the registrant was $311.8 million. While there is no established market for the Registrant’s common shares, the Registrant has sold its common shares pursuant to a Form S-11 Registration Statement under the Securities Act of 1933 at a price of $10.00 per common share. As of March 15, 2010, there were 31.6 million shares of common stock held by non-affiliates of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
None.

 
 

 

Explanatory Note

The purpose of this Amendment No. 1 to Lightstone Value Plus Real Estate Investment Trust, Inc. ’s Annual Report on Form 10-K is to (1). refile Exhibit 10.62 — Contribution Agreement, dated as of December 8, 2009, by and among Simon Property Group Inc, Simon Property Group, L.P, Marco Capital Acquisition, LLC, Lightstone Value Plus REIT, LP, Pro-DFJV Holdings LLC, Lightstone Holdings, LLC, Lightstone Prime, LLC, BRM, LLC, Lightstone Real Property Ventures Limited Liability Company, PR Lightstone Manager, LLC, Prime Outlets Acquisition Company LLC, and Lightstone Value Plus Real Estate Investment Trust, Inc. as a result of the Company’s withdrawal of its confidential treatment request in connection with certain portion of this Contribution Agreement, and (2). file the following exhibits:
 
Exhibit 10.63 — Amendment No. 1 to the Contribution Agreement, dated as of May 13, 2010, by and among Simon Property Group Inc., Simon Property Group, L.P., Marco Capital Acquisition, LLC, Lightstone Prime, LLC and Prime Outlets Acquisition Company LLC,
 
Exhibit 10.64 — Amendment No. 2 to the Contribution Agreement, dated as of June 28, 2010, by and among Simon Property Group Inc., Simon Property Group, L.P., Marco Capital Acquisition, LLC, Lightstone Prime, LLC and Prime Outlets Acquisition Company LLC,
 
Exhibit 10.65 — Amendment No. 3 to the Contribution Agreement, dated as of August 30, 2010, by and among Simon Property Group Inc., Simon Property Group, L.P., Marco Capital Acquisition, LLC, Lightstone Prime, LLC and Prime Outlets Acquisition Company LLC,
 
Exhibit 10.66 — Tax Matters Agreement, dated as of August 30, 2010, by and among Simon Property Group, Inc., Simon Property Group, L.P., Marco LP Units, LLC, Prime Outlets Acquisition Company LLC, Lightstone Value Plus Real Estate Investment Trust, Inc., Lightstone Value Plus REIT, L.P, and Pro-DFJV Holdings LLC,  and solely for purposes of Section 14, Lightstone Prime, LLC, Lightstone Holdings, LLC, BRM, LLC, and David Lichtenstein,
 
Exhibit 10.67 — Guaranty of Collection Agreement, dated as of August 30, 2010, by Lightstone Value Plus Real Estate Investment Trust, Inc., to and for the benefit of JPMorgan Chase Bank, N.A., as Administrative Agent, each of the Lenders (as such term is defined in the Credit Agreement), and any of their respective successors and assigns with respect to the obligations of Simon Property Group, L.P, in respect of the Loans (as hereinafter defined),
 
Exhibit 10.68 — Guaranty of Collection Agreement, dated as of August 30, 2010, by Lightstone Value Plus REIT, L.P., to and for the benefit of JPMorgan Chase Bank, N.A., as Administrative Agent, each of the Lenders (as such term is defined in the Credit Agreement), and any of their respective successors and assigns with respect to the obligations of Simon Property Group, L.P., in respect of the Loans (as hereinafter defined),
 
Exhibit 10.69 — Guaranty of Collection Agreement, dated as of August 30, 2010, by Pro-DFJV Holdings LLC, to and for the benefit of JPMorgan Chase Bank, N.A., as Administrative Agent, each of the Lenders (as such term is defined in the Credit Agreement), and any of their respective successors and assigns with respect to the obligations of Simon Property Group, L.P., in respect of the Loans (as hereinafter defined), and
 
Exhibit 10.70 — Capital Contribution Commitment Agreement, dated as of August 30, 2010, by and among Lightstone Value Plus REIT, L.P., Pro-DFJV Holdings LLC, Marco LP Units, LLC, its successors and assigns, having an address at 225 West Washington Street, Indianapolis, Indiana 46204, and Simon Property Group, L.P., its successors and assigns, having an address at 225 West Washington Street, Indianapolis, Indiana 46204.
 
This 10-K/A amends and restates Exhibit 10.62 and files Exhibits 10.63 through Exhibit 10.70. No other information in the original 10-K is amended hereby.

 
 

 
 
EXHIBIT NO.
 
DESCRIPTION
Exhibit 10.62
 
Contribution Agreement, dated as of December 8, 2009, by and among Simon Property Group Inc, Simon Property Group, L.P, Marco Capital Acquisition, LLC, Lightstone Value Plus REIT, LP, Pro-DFJV Holdings LLC, Lightstone Holdings, LLC, Lightstone Prime, LLC, BRM, LLC, Lightstone Real Property Ventures Limited Liability Company, PR Lightstone Manager, LLC, Prime Outlets Acquisition Company LLC, and Lightstone Value Plus Real Estate Investment Trust, Inc.
     
Exhibit 10.63
 
Amendment No. 1 to the Contribution Agreement, dated as of May 13, 2010, by and among Simon Property Group Inc., Simon Property Group, L.P., Marco Capital Acquisition, LLC, Lightstone Prime, LLC and Prime Outlets Acquisition Company LLC.
     
Exhibit 10.64
 
Amendment No. 2 to the Contribution Agreement, dated as of June 28, 2010, by and among Simon Property Group Inc., Simon Property Group, L.P., Marco Capital Acquisition, LLC, Lightstone Prime, LLC and Prime Outlets Acquisition Company LLC.
     
Exhibit 10.65
 
Amendment No. 3 to the Contribution Agreement, dated as of August 30, 2010, by and among Simon Property Group Inc, Simon Property Group, L.P., Marco Capital Acquisition, LLC, Lightstone Prime, LLC and Prime Outlets Acquisition Company LLC.
     
Exhibit 10.66
 
Tax Matters Agreement, dated as of August 30, 2010, by and among Simon Property Group, Inc., Simon Property Group, L.P., Marco LP Units, LLC, Prime Outlets Acquisition Company LLC, Lightstone Value Plus Real Estate Investment Trust, Inc., Lightstone Value Plus REIT, L.P, and Pro-DFJV Holdings LLC,  and solely for purposes of Section 14, Lightstone Prime, LLC, Lightstone Holdings, LLC, BRM, LLC, and David Lichtenstein.
     
Exhibit 10.67
 
Guaranty of Collection Agreement, dated as of August 30, 2010, by Lightstone Value Plus Real Estate Investment Trust, Inc., to and for the benefit of JPMorgan Chase Bank, N.A., as Administrative Agent, each of the Lenders (as such term is defined in the Credit Agreement), and any of their respective successors and assigns with respect to the obligations of Simon Property Group, L.P, in respect of the Loans (as hereinafter defined).
     
Exhibit 10.68
 
Guaranty of Collection Agreement, dated as of August 30, 2010, by Lightstone Value Plus REIT, L.P., to and for the benefit of JPMorgan Chase Bank, N.A., as Administrative Agent, each of the Lenders (as such term is defined in the Credit Agreement), and any of their respective successors and assigns with respect to the obligations of Simon Property Group, L.P., in respect of the Loans (as hereinafter defined).
     
Exhibit 10.69
 
Guaranty of Collection Agreement, dated as of August 30, 2010, by Pro-DFJV Holdings LLC, to and for the benefit of JPMorgan Chase Bank, N.A., as Administrative Agent, each of the Lenders (as such term is defined in the Credit Agreement), and any of their respective successors and assigns with respect to the obligations of Simon Property Group, L.P., in respect of the Loans (as hereinafter defined).
     
Exhibit 10.70
  
Capital Contribution Commitment Agreement, dated as of August 30, 2010, by and among Lightstone Value Plus REIT, L.P., Pro-DFJV Holdings LLC, Marco LP Units, LLC, its successors and assigns, having an address at 225 West Washington Street, Indianapolis, Indiana 46204, and Simon Property Group, L.P., its successors and assigns, having an address at 225 West Washington Street, Indianapolis, Indiana 46204.
 
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
.
 
 
LIGHTSTONE VALUE PLUS REAL ESTATE
 
INVESTMENT TRUST, INC.
     
     
 
By: 
/s/ Donna Brandin
   
Donna Brandin
   
Chief Financial Officer and
Principal Accounting Officer

Date: October 12, 2010